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HomeMy WebLinkAboutContract 39032CITY SECRETARY CONTRACT IVp, AGREEMENT FOR PROFES SIONAL SERVICES BETWEEN THE CITY OF FORT WORTH AND PAM CAMPBELLASA-ASA; ISA-CAPP, APPRAISER. THIS AGREEMENT ("Agreement") by and between THE CITY OF FORT WORTH, a home rule municipal corporation of the State %J Texas ("City"), acting by and through Fernando Costa, its duly authorized Assistant City Manager, and PAM CAMPBELL, ASA-ASA; ISA- CAPP, an individual ("Appraiser"). The City has designated the ARTS COUNCIL OF FORT WORTH & TARRANT COUNTY, INC, (the "Contract Manager") to manage this Agreement on its behalf. The Contract Manager shall act through Jennifer Conn, its designated Public Art Collection Manager ("Collection Manager"). WHEREAS, allocated from the Long Range Public Art Plan for the Water Fund, approved by the City Council on May 9, 2006 are funds for the Conservation Action Plan which insures proper stewardship of the City's Public Art Collection; and WHEREAS, the City owns various artworks accessioned into the Fort Worth Public Art Collection (the "Artwork"); and, WHEREAS, the City is in need of professional appraisal services to assist in maintaining the value, integrity and authenticity of the "Artwork"; and WHEREAS, Appraiser provides professional appraisal services; and WHEREAS, City and Appraiser desire to enter into a contract to have such services provided which benefit City. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: - --- OFFICIAL RECORD CITY SECRETARI� FT. WORTH, TX NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: ARTICLE 1 SERVICES 1.1 General a. Appraiser covenants and agrees to fully provide, or cause to be provided, with good faith and due diligence, appraisal services ("Services") at the direction of the Contract Manager and in accordance with as needed addenda corresponding to the FWPA annual workplan which shall be executed to this agreement and incorporated herein for all purposes. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Appraiser will commence Services upon a notice to proceed from Manager via email, facsimile transmission or hand delivery ("Notice to Proceed") and on dates and at times mutually agreed upon by Appraiser and Collection Manager. c. Appraiser shall promptly repair to a condition acceptable to the Collection Manager and the City any damage to city -owned property caused by Appraiser or its employees, agents or subcontractors. ARTICLE 2 TERM &TERMINATION 2.1 Term. The term of the Agreement is for a period of three (3) years, commencing on or about August 1, 2009 and ending May 31, 2012 ("Initial Term.") At the sole discretion of the City, a renewal option of three (3) one (1) — year extensions after the Initial Term may be considered. 2.2 Termination. Either party may cancel this Agreement at any time and for any reason and without penalty by providing the other party with thirty days written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Conservator only for Services actually rendered as of the effective date of termination. 2 ARTICLE 3 FEE 3.1 Fee Services outlined in this Agreement are based on day rates in accordance with Appraiser's standard day rate schedule of ONE HUNDRED AND FIFTY DOLLARS ($150.00)per hour plus reasonable expenses approved in advance by the City, including equipment rental. However, the fee paid to Appraiser hereunder shall not exceed Twenty -Four Thousand, Nine Hundred and Ninety Nine Dollars ($24,999.00) over the Initial Term or any extension of the Term. 3.2 Expenses Payment from City to Appraiser shall be made on an invoice basis for Services rendered following receipt by City from Appraiser of a signed invoice. The invoice shall be submitted to City no later than the 15th day following the end of the month. 3.3 Sales Taxes The City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the Project. The City shall supply the Artist with the "Texas Sales Tax and Local Sales Tax Exemption Certificate," in substantially the same form as that attached hereto and incorporated herein as Exhibit "A" for use by Artist in the fulfillment of this Agreement. ARTICLE 4 INDEPENDENT CONTRACTOR Appraiser shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Appraiser shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and 3 be construed as creating a partnership or joint enterprise between City and Appraiser. It is expressly understood and agreed that no officer, agent, employee, or subcontractors of Appraiser is in the paid service of City. ARTICLE 5 INDEMNIFICATION (a) APPRAISER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, THE CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, INCLUDING THE ARTS COUNCIL, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, AND APPRAISER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF THE CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, INCLUDING THE ARTS COUNCIL, FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN. APPRAISER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF APPRAISER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, OR LICENSEES. (b) APPRAISER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES INCLUDING THE ARTS COUNCIL, FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED BY APPRAISER IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. (c) Appraiser shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of the Arts Council and the City in substantially the same form as above. (d) This Section 5 shall survive the expiration or termination of this Agreement. ARTICLE 7 INSURANCE During the term of this Agreement, Appraiser shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section 7 as well as any and all other public risks related to Appraiser's performance of its obligations under this Agreement. Appraiser shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $1,000,000 per occurrence; providing blanket contractual liability insurance products and completed operations; independent Appraiser liability; and coverage for property damage to City facilities; and • Automobile Liability: $19000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Appraiser, its employees, agents or subcontractor; and 5 ® Worker's Compensation/Employer's Liability: Worker's compensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. Appraiser shall promptly provide the City with certificates of insurance that verify Appraiser's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Appraiser's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Appraiser shall comply wch such requests or revisi hions as a condition precedent to the effectiveness of this Agreement. MISCELLANEOUS 8.1 Assi Appraiser shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 8.2 Compliance with Law. Appraiser, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Appraiser any such violation on the part of Appraiser or any of its officers, agents, employees or subcontractors, then Appraiser shall immediately desist from and correct such violation. 8.3 Non -Discrimination. Appraiser, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, Familial status, sex, race, religion, color or national origin, nor will Appraiser permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Appraiser hereby covenants and agrees that Appraiser, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either Appraiser, its agents, employees or subcontractors. 8.4 Right to Audit. Appraiser agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Appraiser involving transactions relating to this Agreement. Appraiser agrees that the City shall have access during normal working hours to all necessary Appraiser facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Appraiser reasonable advance notice of intended audits. Appraiser further agrees to include in all of its subcontractors agreements hereunder a provision to the effect that the subcontractors agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractors involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractors facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractors reasonable advance notice of intended audits. This Section 8.4 shall survive the expiration or termination of this Agreement. 8.5 Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 8.6 Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas, 8.7 Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand - delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: Fernando Costa, Assistant City Manager City of Fort Worth 1000 Throckmorton Fort Worth, Texas 761 Pam Campbell, ASA-ASA; ISA-CAPP Appraiser 4935 Byers Avenue Fort Worth, Texas (817)737-9566 8.9 Non -Waiver. The failure of City or Appraiser to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely upon any such term or right on any future occasion. 8.10 Disclosure of Conflicts. Appraiser hereby warrants to the City that Appraiser has made full disclosure in writing of any existing or potential conflicts of interest related to Appraiser's services and proposed services with respect to the Services. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Appraiser hereby agrees immediately to make full disclosure to the City III writing. The City acknowledges that Appraiser may use products, materials or methodologies proprietary to Appraiser. The City agrees that Appraiser's provision of services under this 0 i Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Appraiser understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Appraiser, for itself and its officers, agents and employees, fiulher agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 8.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 8.12 Force Majeure. The City and Appraiser shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 8.13 Headings not Controlling_ Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE.] IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective as of August 28, 20099 ATTEST: Marty Hendrix City Secretary APPROVED AS TO FORM AND LEGALITY: Date: 06 (0 ATTEST: CITY OF FORT WORTH IC Fernando Costa Assistant City Manager APPRAISER Pam Camp Appraisor ISA-CAPP O��iG1�L R�GORO OITY �E�RFTARY �T• WORTH, TX 10 STATE OF TEXAS § COUNTY OF T1-1 AN I § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Pam Campbell, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the Pam Campbell and that he executed the same as the act of said Pam Campbell for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this Z day of A.D. 2009. ��vP SHERRY E SIMMONS Notary Public * q STATE OF TEXAS My Comm. Exp.03-31A0 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Fernando Costa, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ pZ��day of , A.D. 2009. �.^ARlA g. ;,AhGt=iiEL ..TATE OF TEXAS ilry comm. Exp.12-14-2003 11 TEXAS CERTIFICATE OF EXEMPTION T claim an exemption from payment of sales and use taxes for the purchase of taxable items described below or on the attached order or invoice_ Description ofItems (or an attached order or invoice} To Be Purchased: All Ttems I claim this exemption for the following reason: Name of'exempt organization: CitvofFart Worth Texas Sales arzd Use Tax Permit Number 1-75-6000528-6 Project for which materials and supplies are purchased: I understand that I will be liable for payment of sales tax, which may become due for failure to comply wish the proons of the state, city, andlor metropolitan t[ansit authority sales and use tax laws and comptroller rules regarding exempt 'purchases.. Liability for the tax will be determined by the price paid for the taxable items purchased or the fair market rental value for the period of time used. I understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which I know, at the time of the purchase, will be used in a manirex other than that expensed in this certificate and, upon conviction, may be fined up to $500 per offense. Tax Exempt Status Due to Being a Governmental Entity Purchaser: City of Fort Worth Street Address: 1000 Throckmorton Street City, State, Zip Code: Sign Here: , Date: 02/07l2007 Phone: �8t7) 392-8325 This certificate does not require a number to be valid Sates and use tax "exemption numbers" or "tax exempt" numbers do not exist.. This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts. iL